ICH CORPORATION
                         1997 EMPLOYEE STOCK OPTION PLAN


                                    ARTICLE I

                                     Purpose

The ICH Corporation 1997 Employee Stock Option Plan is intended to advance the
best interests of the Company and its stockholders by providing executives and
other key employees possessing substantial responsibility for the management and
development of the Company and its subsidiaries with additional incentives to
contribute to its growth and prosperity by allowing such executives and key
employees to acquire an ownership interest in the Company. It is believed that
the availability and granting of stock option awards increases the Company's
ability to attract and retain key personnel with exceptional skills and
outstanding experience.


                                   ARTICLE II

                                   Definitions

The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:

2.1     Board:  The Board of Directors of ICH Corporation.

2.2     Code: The Internal Revenue Code of 1986, as amended, and the rules and
        regulations promulgated thereunder.

2.3     Committee: The Compensation Committee of the Board; provided, however,
        the Compensation Committee shall not take any action under this Plan
        unless it is at all times composed solely of not less than three
        "Non-Employee Directors" within the meaning of Rule 16b-3, as
        promulgated under the Securities Exchange Act of 1934, as amended. In
        the event the Compensation Committee is unable to act, the Board shall
        take any and all actions required or permitted to be taken by the
        Committee under this Plan.

2.4     Common Stock:  The common stock, par value $0.01, of ICH Corporation.


2.5     Company:  ICH Corporation and any of its Subsidiaries.

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2.6     Disability: Disability within the meaning of Section 22(e)(3) of the
        Code, as determined by the Committee or as defined in the Optionee's
        Employment Agreement, if any.

2.7     Effective Date:  February 7, 1997.

2.8     Employer:  The corporation that employs the employee or Optionee.

2.9     Fair Market Value: Fair Market Value shall mean with respect to a share
        of Common Stock the value determined on any relevant date in accordance
        with the following provisions:

               (i) if the Common Stock is at the time traded on the Nasdaq
        National Market, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question, as such price
        is reported by the National Association of Securities Dealers on the
        Nasdaq National Market or any successor system. If there is no closing
        selling price for the Common Stock on the date in question, then the
        Fair Market Value shall be the closing selling price on the last
        preceding date for which such quotation exists, or

               (ii) if the Common Stock is at the time listed on any national
        Stock Exchange, then the Fair Market Value shall be the closing selling
        price per share of Common Stock on the date in question on the national
        Stock Exchange determined by the Committee to be the primary market for
        the Common Stock, as such price is officially quoted in the composite
        tape of transactions on such exchange. If there is no closing selling
        price for the Common Stock on the date in question, then the Fair Market
        Value shall be the closing selling price on the last preceding date for
        which such quotation exists, or

               (iii) if shares of the Common Stock are not then traded on a
        national market (e.g., the over the counter dealers market) or are not
        then publicly traded, Fair Market Value shall be determined by the
        Committee after taking into account such factors as the Committee shall
        deem appropriate.

2.10    ISO: An "incentive stock option" within the meaning of Section 422 of
        the Code.

2.11    Non-Employee Director: A director who: (i) is not currently an officer
        or employee of ICH Corporation or of any Subsidiary; (ii) (A) does not
        receive compensation, either directly or indirectly, for any
        non-director service in an amount that would be required to be disclosed
        under Item 404(a) of Regulation S-K or (B) possess an interest in any
        other transaction requiring disclosure

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        under such Item; and (iii) is not engaged in a business relationship
        disclosable under Item 404(b) of Regulation S-K.

2.12    Non-ISO: A stock option that is not an ISO.

2.13    Option: A stock option granted under the Plan.

2.14    Option Price: The purchase price of a share of Common Stock under an
        Option.

2.15    Optionee: An employee of the Company who has been granted one or more
        Options under this Plan.

2.16    Retirement: Retirement on or after age sixty-five, or, with the advance
        consent of the Company, at an earlier age.

2.17    Subsidiary: A subsidiary corporation, as defined in Section 424(f) of
        the Code.

2.18    Termination Date: A date fixed by the Committee but not later, with
        respect to an ISO, than the day preceding the tenth anniversary of the
        date on which the Option is granted or, with respect to a Non-ISO, than
        the day following the tenth anniversary of the date on which the Option
        is granted.


                                   ARTICLE III

                                 Administration

3.1     Except as otherwise provided in the Plan, the Committee shall administer
        the Plan and shall have full power to grant Options, construe and
        interpret the Plan, establish and amend rules and regulations for its
        administration, and perform all other acts relating to the Plan,
        including the delegation of administrative responsibilities, which it
        believes reasonable and proper.

3.2     The Committee shall consist of not less than three members of the Board,
        all of whom shall be Non-Employee Directors, and appointed by the Board.
        The members of the Committee shall serve at the pleasure of the Board,
        which shall have the power, at any time and from time to time, to remove
        members from the Committee or to add members thereto. Vacancies on the
        Committee, however caused, shall be filled by the Board. The Board shall
        take all steps necessary to assure that the Committee is composed of
        Non-Employee Directors within the meaning of Rule 16b-3 as promulgated
        under the Securities Exchange Act of

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        1934, as amended, and that Options granted under this Plan comply in all
        respects with the requirements of Rule 16b-3. Options granted hereunder
        shall be approved by the Committee. However, if the Committee, for
        whatever reason, is unable to act, then Options granted under this Plan
        shall be approved by the Board.

3.3     Subject to the provisions of the Plan, the Committee shall establish the
        policies and criteria pursuant to which it shall grant Options and
        administer the Plan. Subject to the provisions of the Plan, the
        Committee shall, in its discretion, determine which employees of the
        Company shall be granted Options, the number of shares subject to any
        such Options, the dates after which Options may be exercised, in whole
        or in part, and the terms and conditions of the Options. This shall
        include Options granted with terms and conditions that will permit their
        designation as ISOs or Non-ISOs.

3.4     The Committee may at any time, with the consent of the Optionee, in its
        sole discretion, cancel any Option and issue to the Optionee a new
        Option for an equivalent or lesser number of Common Stock shares, and at
        a lesser Option Price.

3.5     Any decision made, or action taken, by the Committee or the Board
        arising out of or in connection with the interpretation and
        administration of the Plan shall be final and conclusive.


                                   ARTICLE IV

                           Shares Subject to the Plan

4.1     The total number of shares of Common Stock available for grants of
        Options under the Plan shall be 1,000,000, subject to adjustment in
        accordance with Article VIII of the Plan. These shares may be either
        authorized but unissued shares or treasury shares. If an Option or
        portion thereof shall expire, terminate or be cancelled for any reason
        without having been exercised in full, the unpurchased shares covered by
        such Option shall be available for future grants of Options.

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                                    ARTICLE V

                                   Eligibility

5.1     Options may be granted to employees of the Company or, with respect to
        Non-ISO's, to persons who have been engaged to become employees of the
        Company, provided however, that in the latter case, the effective date
        of the grant shall be the commencement date of employment. Members of
        the Board who are not employees of the Company shall not be eligible for
        Option grants hereunder.


                                   ARTICLE VI

                                Terms of Options

6.1     Option Agreements. All Options shall be evidenced by written agreements
        executed by the Company and the Optionee. Such Options shall be subject
        to the applicable provisions of the Plan, and shall contain such
        provisions as are required by the Plan and any other provisions the
        Committee may prescribe. All agreements evidencing Options shall specify
        the total number of shares subject to each grant, the Option Price and
        the Termination Date. Those Options that comply with the requirements
        for an ISO set forth in Section 422 of the Code at the discretion of the
        Committee shall be designated ISOs, and all other Options shall be
        designated Non-ISOs.

6.2     Option Price. The Option Price, regardless of whether the Option is
        intended to be an ISO or Non-ISO shall not be less than the Fair Market
        Value of a share of Common Stock on the date the Option is granted.

6.3     Vesting. Unless otherwise determined by the Committee (which
        determination shall be evidenced by specification in a written grant
        agreement), all Options granted pursuant to this Plan shall vest over a
        period of four (4) years, with twenty five (25) percent of the Option
        vesting on each of the first, second, third and fourth anniversaries of
        the date the Option is granted, subject to accelerated vesting upon
        certain events as may be determined by the Committee.

6.4     Period of Exercise. The Committee shall determine the dates after which
        Options may be exercised in whole or in part for any reason whatsoever.
        If Options are exercisable in installments, installments or portions
        thereof that are exercisable and not exercised shall accumulate and
        remain exercisable. The Committee may also amend an Option to accelerate
        the dates after which

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        Options may be exercised in whole or in part. However, no Option or
        portion thereof shall be exercisable after the Termination Date; in
        addition, unless the Committee determines otherwise (which determination
        shall be evidenced by specification in a written grant agreement), no
        Option or portion thereof granted to any Optionee subject to the
        restrictions of Section 16(b) of the Securities Exchange Act of 1934, as
        amended, shall be made exercisable during the six month period beginning
        on the date such Option was granted.

6.5     Special Rules Regarding ISOs Granted to Certain Employees.
        Notwithstanding any contrary provisions of Section 6.2 and 6.4 of the
        Plan, no ISO shall be granted to any employee who, at the time the
        Option is granted, owns (directly, or within the meaning of Section
        424(d) of the Code) more than ten percent of the total combined voting
        power of all classes of stock of the Employer or of any Subsidiary or
        Parent Corporation thereof, unless (a) the Option Price under such
        Option is at least one hundred and ten percent (110%) of the Fair Market
        Value of a share of Common Stock on the date the Option is granted and
        (b) the Termination Date of such Option is a date not later than the day
        preceding the fifth anniversary of the date on which the Option is
        granted.

6.6     Manner of Exercise and Payment. An Option, or portion thereof, shall be
        exercised by delivery of a written notice of exercise to the Company and
        payment of the full price of the shares being purchased pursuant to the
        Option. An Optionee may exercise an Option with respect to less than the
        full number of shares for which the Option may then be exercised, but an
        Optionee must exercise the Option in full shares of Common Stock. The
        price of Common Stock purchased pursuant to an Option, or portion
        thereof, may be paid in United States dollars in cash or by check, bank
        draft or money order payable to the order of the Company, or, if
        specifically permitted under the terms of the Option, through the
        delivery of shares of Common Stock with an aggregate Fair Market Value
        on the date of exercise equal to the Option Price, or by any combination
        of the above methods of payment. The Committee shall determine
        acceptable methods for tendering Common Stock as payment upon exercise
        of an Option and may impose such limitations and prohibitions on the use
        of Common Stock to exercise an Option as it deems appropriate,
        including, without limitation, any limitation or prohibition designed to
        avoid certain accounting consequences which may result from the use of
        Common Stock as payment upon exercise of an option. The Committee may in
        its discretion allow an Optionee to exercise his Options through a
        special sale and remittance procedure. To the extent the option is
        exercised for vested shares, through a special sale and remittance
        procedure pursuant to which the Optionee shall concurrently provide
        irrevocable written instructions to (a) a Company designated brokerage
        firm to effect the immediate sale of the purchased shares and remit to
        the Company, out of the

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        sale proceeds available on the settlement date, sufficient funds to
        cover the aggregate exercise price payable for the purchase shares plus
        all applicable Federal, state and local income and employment taxes
        required to be withheld by the Company by reason of such exercise and
        (b) the Company to deliver the certificates for the purchased shares
        directly to such brokerage firm in order to complete the sale. Except to
        the extent such sale and remittance procedure is utilized, payment of
        the exercise price for the purchased shares must be made on the exercise
        date.

6.7     Withholding Taxes. The Company may, in its discretion, require an
        Optionee to pay to the Company the amount, or make such other
        arrangements, at the time of exercise or thereafter, that the Company
        deems necessary to satisfy its obligation to withhold Federal, state or
        local income or other taxes incurred by reason of the exercise.

6.8     Nontransferability of Options. Each Option shall, during the Optionee's
        lifetime, be exercisable only by the Optionee, and neither it nor any
        right hereunder shall be transferable otherwise than by will, the laws
        of descent and distribution, or, solely with respect to Non-ISO's, a
        qualified domestic relations order (as defined in the Code or Title I of
        the Employee Retirement Income Security Act, or the rules thereunder)
        nor will any Option granted hereunder be subject to attachment,
        execution or other similar process. In the event of any attempt by the
        Optionee to alienate, assign, pledge, hypothecate or otherwise dispose
        of an Option or of any right hereunder, except as provided for herein,
        or in the event of any levy or any attachment, execution or similar
        process upon the rights of interests hereby conferred, the Company may
        terminate the Option by notice to the Optionee and the Option shall
        thereupon become null and void.

6.9     Cessation of Employment of Optionee.

        Unless otherwise determined by the Committee (which determination shall
        be evidenced by specification in a written grant agreement), the
        following provisions shall apply upon cessation of employment of the
        Optionee.

        (a)    Cessation of Employment other than by Reason of Retirement,
               Disability, or Death. If an Optionee shall cease to be employed
               by the Company otherwise than by reason of Retirement,
               Disability, or death, unless otherwise determined by the
               Committee (which determination shall be evidenced by
               specification in a written grant agreement) each Option held by
               the Optionee, together with all rights hereunder, shall be
               exercisable only to the extent exercisable on the date of the
               cessation of employment, and shall terminate on the earlier of
               the Termination Date or

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               ninety (90) days following the date of cessation of employment,
               to the extent not previously exercised; provided, however, that
               in the event the Optionee's employment with the Company is
               terminated due to his gross misconduct, the Options granted to
               such Optionee hereunder shall be null and void after such
               termination occurs or such determination is made by the
               Committee. In the event any Options are exercised more than
               ninety (90) days after an Optionee's Termination Date, and those
               Options had previously been designated as ISO's, such Options
               shall automatically convert to non-ISO's.

        (b)    Cessation of Employment by Reason of Retirement or Disability. If
               an Optionee shall cease to be employed by the Company by reason
               of Retirement or Disability, each Option held by the Optionee
               shall remain exercisable, to the extent it was exercisable at the
               time of cessation of employment, until the earliest of:

               i.     the Termination Date;

               ii.    the death of the Optionee, or such later date not more
                      than one year after the death of the Optionee as the
                      Committee, in its discretion, may provide pursuant to
                      section 6.9(c) of the Plan; or

               iii.   ninety (90) days following the date of the cessation of
                      the Optionee's employment by reason of Retirement; or

                iv.   one year after the date of cessation of the Optionee's
                      employment by reason of Disability;

               and thereafter all such Options shall terminate together with all
               rights hereunder, to the extent not previously exercised.

        (c)    Cessation of Employment by Reason of Death. In the event of the
               death of the Optionee, while employed by the Company, an Option
               may be exercised at any time or from time to time prior to the
               earlier of the Termination Date or the first anniversary of the
               date of the Optionee's death, by the person or persons to whom
               the Optionee's rights under each Option shall pass by will or by
               the applicable laws of descent and distribution, to the extent
               that the Optionee was entitled to exercise it on the Optionee's
               date of death. In the event of the death of the Optionee while
               entitled to exercise an option pursuant to Section 6.9(b), the
               Committee, in its discretion, may permit such Option to be
               exercised at any time or from time to time prior to the
               Termination Date during a period

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               of up to one year from the death of the Optionee, as determined
               by the Committee, by the person or persons to whom the Optionee's
               rights under each Option shall pass by will or by the applicable
               laws of descent and distribution; provided, that, such Option
               shall be exercisable only to the extent that the Option was
               exercisable under Section 6.9(b) above and that the Optionee's
               rights under an Option have passed by will or by the applicable
               laws of descent and distribution; and further provided that the
               Option and any exercise thereof by any person shall be subject to
               all terms and conditions of the Plan and the Option applicable to
               the Optionee.

6.10    Notification of Sales of Common Stock. Any Optionee who disposes of
        shares of Common Stock acquired upon the exercise of an ISO: (a) within
        two years after date of the grant of the ISO under which the shares were
        acquired; (b) within one year after the transfer of such shares to the
        Optionee; or (c) more than ninety (90) days after his termination of
        employment with the Company, shall notify the Company of such
        disposition and of the amount realized upon such disposition. In the
        event an Optionee terminates employment with the Company due to
        Disability, the words "ninety (90) days" in this Section 6.10 shall be
        replaced with the words "one year."


                                  ARTICLES VII

                          Limitation on Grants of ISOs

7.1     The aggregate Fair Market Value (determined as of the date the Option is
        granted) of the Common Stock which any employee may exercise for the
        first time in any calendar year under this or any other stock option
        plan maintained by the Employer or by any Subsidiary as an ISO shall be
        limited to $100,000 or such higher amount as may be permitted from time
        to time under the Code.

                                  ARTICLE VIII

                                   Adjustments

8.1     If (a) the Company shall at any time be involved in a transaction to
        which Section 424(a) of the Code is applicable; (b) the Company shall
        declare a dividend payable in, or shall subdivide or combine, its Common
        Stock; or (c) any other event shall occur which in the judgment of the
        Committee necessitates action by way of adjusting the terms of the
        outstanding Options, the Committee shall take any such action, including
        price adjustment, as in its judgment shall be

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        necessary to preserve the Optionee's rights substantially proportionate
        to the rights existing prior to such event, and to the extent that such
        action shall include an increase or decrease in the number of shares of
        Common Stock subject to outstanding Options, the number of shares
        available under Article IV above shall be increased or decreased, as the
        case may be, proportionately. The judgment of the Committee with respect
        to any matter referred to in this Article shall be conclusive and
        binding upon each Optionee.


                                   ARTICLE IX

                        Amendment and Termination of Plan

9.1     The Board may at any time, or from time to time, suspend or terminate
        the Plan in whole or in part or amend it in such respects as the Board
        may deem appropriate.

9.2     No amendment, suspension or termination of this Plan shall, without the
        Optionee's consent, alter or impair any of the rights or obligations
        under any Option theretofore granted to an Optionee under the Plan.

9.3     The Board may amend this Plan, subject to the limitations cited above,
        in such matter as it deems necessary to permit the granting of Options
        meeting the requirements of future amendments or issued regulations, if
        any, to the Code and Rule 16b-3.


                                    ARTICLE X

                        Government and Other Regulations

10.1    The obligation of the Company to issue, or transfer and deliver shares
        for Options exercised under the Plan shall be subject to all applicable
        laws, regulations, rules, orders and approvals which shall then be in
        effect and required by governmental entities and any stock exchanges on
        which Common Stock is traded.

10.2    In addition to, and without limiting the Company's rights and
        obligations under the preceding paragraph, the Committee may postpone
        any exercise of an Option for such time as the Committee in its
        discretion may deem necessary in order to permit the Company with
        reasonable diligence (i) to effect or maintain the listing of the Common
        Stock in the New York Stock Exchange or to effect or

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        maintain registration under the Securities Act of 1933, as amended, of
        the Plan or the shares issuable upon the exercise of the Option; (ii) to
        determine that such shares and Plan are exempt from registration; or
        (iii) to comply with any applicable laws, regulations, rules, orders, or
        approval requirements then in effect and required by governmental
        entities or any stock exchange on which the Common Stock is traded. Any
        such postponement shall not extend the term of an Option, and neither
        the Company nor its directors or officers shall have any obligation or
        liability to any Optionee or Optionee's successor with respect to any
        shares subject to an Option that lapses unexercised because of such
        postponement.


                                   ARTICLE XI

                            Miscellaneous Provisions

11.1    Plan Does Not Confer Employment or Stockholder Rights. The right of the
        Company to terminate (whether by dismissal or otherwise) the Optionee's
        employment with it at any time at will, or as otherwise provided by any
        agreement between the Company and the Optionee, is specifically
        reserved. Neither the Optionee nor any person entitled to exercise the
        Optionee's rights in the event of the Optionee's death shall have any
        rights of a stockholder with respect to the shares subject to each
        Option, except to the extent that, and until, such shares shall have
        been issued upon the exercise of each Option.

11.2    Plan Expenses. Any expenses of administering this Plan shall be borne by
        the Company.

11.3    Use of Exercise Proceeds. Payments received from Optionees upon the
        exercise of Options shall be used for the general corporate purposes of
        the Company, except that any Common Stock received in payment may be
        retired, or retained in the Company's treasury and reissued.


                                   ARTICLE XII

                     Effective Date and Shareholder Approval

12.1    The Effective Date of the Plan is February 7, 1997. The Plan has been
        approved by Shareholders pursuant to the First Amended Joint Plan of
        Reorganization under Chapter 11 (Dated: November 15, 1996), filed in the
        United States Bankruptcy Court for the Northern District of Texas,
        Dallas

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        Division and the applicable disclosure statement filed in such Court
        with respect thereto. The Bankruptcy Court authorized and approved the
        adoption of the Plan.


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